Empirical Research On The Rules Of VAM With The Target Company In The Form Of Share Repurchase

The sixth revision of the Company Law is in full swing.Respecting and protecting the company’s rights has become the mission of the times.The high-quality legal supply and optimization of business environment not only promote companies to innovate,but also provide a good social background for VAM to develop.With the development of VAM in the capital market,the litigation disputes related to it are also increasing.There are some doubts about the points of judgment in judicial adjudications,especially whether it is effective to sign a VAM with the target company,and whether the share repurchase will violates the capital maintenance.In this regard,"The Minutes of the National Courts’Civil and Commercial Trial Work Conference" provides a guide for the judge to hear this kind of cases,which directly affirms the effectiveness of gambling with the target company and turns the original judgment points to the contract performance.However,the content of the guide is too concise,and there are still many difficulties need to be solved in practice.This paper will research the VAM with the target company in the form of share repurchase through case analysis,which aiming to make some suggestions for the key problems.First of all,this paper will sort out the basic theory of the VAM.And it has affirmed the effectiveness of the VAM with the target company in the form of share repurchase.So as to turn the judgment point to the possibility of contract performance.Secondly,by using the method of case induction,the relevant cases from the promulgation of "The Minutes of the National Courts’ Civil and Commercial Trial Work Conference" to the end of 2020 are screened and summarized,from which the typical cases are selected to determine the specific adjudication problems existing in judicial practice.Then,this paper will introduce the legal structure of venture capital terms,Merger and Acquisition terms and the legal restrictions of share repurchase,and then analyzes the possibility of applying such terms or systems in China.Finally,the countermeasures are divided into three aspects:legislation,judicature and practice.Among them,considering the paralogism of capital reduction,it tends to adopt the method of passing the shareholders’ meeting resolution subject to a condition.So that it can facilitate investors to do a good job of risk prevention in advance,improve the possibility of share repurchase performance,and link up with the judgment points of the Supreme People’s court to maximize the realization of share repurchase.See the whole world from a grain of sand.Based on this,this paper hopes to construct a unified and perfect adjudication path for VAM,properly respond to the practical needs,and promote the development of capital investment.